WEBSITE LAYOUT SERVICES AGREEMENT
THIS
AGREEMENT made, entered into, and effective as of November 1, 2006
(the “Effective Date”).
BY AND
BETWEEN:
JOYN
Internet Communities Inc. , a company incorporated under the
laws of Canada (the "Company")
AND
:
Portlogic Systems Inc. , a company incorporated under the
laws of the State of Nevada (the "Service Provider")
NOW
THEREFORE IN CONSIDERATION of the mutual covenants and agreements
hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is acknowledged by each
party), the parties agree as follows:
ARTICLE 1: SERVICES, FEES AND PAYMENT
1.1. The
Company engages the Service Provider as an independent contractor
to provide the following services (the “Services”), and
the Service Provider agrees to perform such Services.
- Layout of
15 online dating and social network websites (with each individual
base URL being a “Site”) based on text, graphics, and
other content and backend provided by the Company
1.2. In
consideration of the performance of the Services, the Company shall
pay to the Service Provider US$8,000.00 (the “Fees”)
plus any applicable taxes, by cheque, wire transfer, or other
method acceptable to the Service Provider.
1.3. The
Fees shall be due and payable upon the earlier of 60 days following
completion of all Services or May 31, 2007. Interest shall accrue
on unpaid amounts at the lower of 10% per year or the highest
amount allowed by law.
1.4. If the
Company has requested that the Service Provider perform Services
for fewer than 15 Sites by March 31, 2007, the Fees payable shall
be pro-rated based on the number of Sites completed divided by
15.
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ARTICLE 2: TERM AND TERMINATION
2.1. The
term of this Agreement shall commence on the date set forth on the
Effective Date and, unless otherwise terminated pursuant to Article
2.2, shall terminate when all obligations of the parties set out
hereunder have been performed (the “Term”).
2.2.
Notwithstanding any other provision of this Agreement, if either
party:
(a) fails
to comply with any provision of this Agreement; or
(b) has
made an untrue or incorrect representation or warranty in this
Agreement is untrue or incorrect; or
(c)
breaches any covenant in this Agreement,
then, and
in addition, to any other remedy or remedies available to the other
party. the other party may, at its sole discretion and option,
terminate this Agreement immediately upon written notice of
termination to the breaching party, and if such option is
exercised, the other party will not be under any further obligation
to the breaching party except to pay to the breaching party such
fees and expenses as the breaching party may be entitled to receive
for Services provided to the date this Agreement is so
terminated.
2.3.
Notwithstanding any other provisions of this Agreement, the
provisions of Articles 4, 5, and 6 of this Agreement and all
obligations of each party that have accrued before the effective
date of termination of this Agreement that are of a continuing
nature will survive termination or expiration of this
Agreement.
ARTICLE 3: INDEPENDENT CONTRACTOR
3.1. The
Service Provider will be an independent contractor and not the
servant, employee or agent of the Company, it being recognized,
however, that to the extent the provisions of this Agreement result
in the creation of an agency relationship to allow the Service
Provider to perform certain of the Services on behalf of the
Company, then the Service Provider will, in that context, be the
agent of the Company, as the case may be.
3.2. The
Company may, from time to time, give such instructions to the
Service Provider as it considers necessary in connection with the
nature of the Services that the Service Provider is required to
provide, which instructions the Service Provider will follow, but
the Service Provider will not be subject to the control of the
Company in respect to the manner in which such instructions are
carried out.
3.3.
Subject to compliance with the provisions of this Agreement, the
Service Provider may, at any time or times during the Term, carry
on the business of providing services to the general
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public either alone or in association or partnership with another
or others, so long as such provision of services does not: create a
conflict of interest with the interests of the Company; hinder the
Service Provider from its commitment to providing the Services to
the Company; or prevent the Service Provider from providing the
Services in a timely and competent manner.
3.4. The Service Provider shall maintain, provide, and
retain at its own expense entirely, such offices, facilities, and
equipment as are necessary to perform the Services, but may, upon
request of the Company, perform the Services at the Company’s
premises or using the Company’s equipment. Unless express
permission is given by the Company, the Service Provider shall not
remove any of the Company’s equipment from the
Company’s premises.
ARTICLE 4: OWNERSHIP OF WORK AND RETURN OF
PROPERTY
4.1. All
property including, but not limited to, files, manuals, equipment,
securities, and monies of any and all customers of the Company
related to the provision of the Services that are, from time to
time, in the possession or control of the Service Provider will be,
at all times, the exclusive property of the Company. The Service
Provider shall forthwith deliver all aforesaid property to the
Company on the earlier of:
(a) the
termination of this Agreement;
(b) the
completion by the Service Provider of the provision of the
Services; and
(c) upon
the request, at any time, by the Company.
4.2. The
Service Provider agrees that upon termination of this Agreement, it
shall at once deliver to the Company all books, manuals, reports,
documents, records, effects, money, securities, whether in print or
stored electronically, or other property belonging to the Company
or for which the Company is liable to others which are in its
possession, charge, control or custody.
4.3. The
Service Provider hereby assigns to the Company its entire right,
title and interest in and to all discoveries and improvements,
patentable or otherwise, trade secrets and ideas, writings and
copyrightable material, which may be conceived by the Service
Provider or developed or acquired by her during the Term of this
Agreement, which may pertain directly or indirectly to the business
of the Company or any of its subsidiaries, parent company, or
affiliates (the “Work Product”). The Service Provider
agrees to disclose fully all such developments to the Company upon
its request, which disclosure shall be made in writing promptly
following any such request. The Service Provider shall, upon the
Company's request, execute, acknowledge and deliver to the Company
all instruments and do all ot
